Terms of Service

 

This website is operated by Powr, LLC.
You may contact us at: support@powr.com

Powr LLC (“Powr.com” or “Powr”) Powr.com provides visitors to its Web site with access to content via the World Wide Web and offers the opportunity for users to submit text, pictures, video and other content for posting on the Powr.com website (the "Site"), specifically through http://powr.com/ by through the Powr Plus Embed™ and Powr Autostream™ distribution channels (“Service”) under certain terms and conditions.

ACCEPTANCE OF THESE TERMS AND CONDITIONS THROUGH USE

By using this site, you (“you” or “user”) signify your agreement to all terms, conditions, and notices contained or referenced herein (the "Terms of Use" or “Agreement”). We reserve the right, at our discretion, to update or revise these Terms of Use. Please check the Terms of Use periodically for changes. Your use of this site following the posting of any changes to the Terms of Use will be deemed your acceptance of such change(s).

AGREEMENT TO USER CONDUCT RULES

You agree to abide by Powr.com's User Conduct Rules, including but not limited to, agreeing not to use this site for any unlawful purpose.

By posting information in or otherwise using any communications service, message board, or other interactive service that may be available to you on or through this Site, you agree that you will not upload, post, or otherwise distribute or facilitate distribution of any materials, including text, communications, software, images, sounds, data, or other information (hereafter "Content") that:

  1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy or publicity rights, tortious, or otherwise violates Powr.com's rules or policies;
  2. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
  3. constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; and
  4. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.

You also agree that you will not harvest or collect information about the users or members of this Site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications. You further agree that you will not knowingly solicit or collect personal information from a child 12 years old or younger. Powr.com generally does not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, or other interactive services that may be available on or through this site. However, Powr.com and its agents have the right at their sole discretion to remove any content that, in Powr.com's judgment, does not comply with the User Conduct Rules or is otherwise harmful, objectionable, or inaccurate. Powr.com is not responsible for any failure or delay in removing such content.

LINKS AND THIRD PARTY SITES

This site may produce automated search results or otherwise link you to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under Powr's control, and you acknowledge that Powr.com is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by Powr.com or any association with its operators.

PROPRIETARY RIGHTS AND RESTRICTIONS

You acknowledge and agree that all content and materials available on this site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and by other laws and that their use is restricted by the terms of this Agreement. Powr.com, the Powr.com product and service names are trademarks and/or service marks of Powr (the "Marks") and are owned exclusively by Powr.com. You will not display or use the Marks, in any manner, without Powr's prior permission. Except as expressly authorized by Powr, you agree not to sell, resell, exploit for any commercial purposes, license, rent, modify, distribute, copy, reproduce, duplicate, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any portion of such materials or content. Notwithstanding the above, you may use the Powr EmbedVideo Channel Player for commercial purposes, publishing, performing, distributing, and transmitting the Powr video content exclusively within the Powr Embed Video Player Channel. Systematic retrieval of data or other content from this site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Powr is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in these Terms of Use is prohibited.

POWR 'S CONTENT POLICIES

Powr actively audits and approves content that goes live on the Service, however there may be instances where an individual deems a piece of our content to be offensive or inappropriate. In this case, please immediately email support@powr.com. Moreover, Powr will NOT process, digitize, post, upload, store, share or otherwise display through the Service:

  1. Content or material that we believe is pornographic, obscene, or of an adult or sexual nature;
  2. Content or material that we believe is grossly offensive to the online community, including but not limited to, blatant expressions of bigotry, prejudice, racism, hatred and profanity;
  3. Content or material that exploits children under the age of 18 or posts or discloses any personally identifying information about children under the age of 18;
  4. Content or material promoting or providing instructional information about illegal activities, promoting harm or injury to any group, individual or cruelty to animals including, but not limited to:
    • Instructions on how to assemble or use bombs, grenades or other weapons; and
    • Disseminating personal information about another individual for malevolent purposes, including libel, slander, defamation or violation of an individual’s right to privacy.
  5. Copyrighted content or material that is used without the express permission of the owner;
  6. Photographs and other images published in books, magazines, posters, calendars, websites and other media are generally protected by copyright law.
  7. Content or material that infringes or encroaches on the rights of others, including, but not limited to, infringement of privacy and publicity rights and harm to reputation; or
  8. Any links to the above.

Powr.com has the sole discretion to decide whether content or material is prohibited on the Service. You acknowledge that Powr.com has the absolute right (but not the obligation) to delete, move and edit content and material for any reason, in any manner, at any time, without notice.

You should also know that in interacting with the Service, you may be exposed to materials you consider to be offensive and you assume responsibility for your exposure. As stated above, if you run across something you deem to be offensive, please email support@powr.com.

VIDEO CREATOR LICENSING OPTIONS, TERMS, & CONDUCT

As a Powr account holder you may submit Content to the Service. You understand that Powr does not guarantee any confidentiality with respect to any Content you submit.

You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to Powr all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms of Use.

  1. GRANT OF RIGHTS. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby grant to Powr worldwide, commercial, non-exclusive license to distribute, syndicate, display, and perform the Content in connection with the Service and Powr's (and its successors' and affiliates') business, including without limitation, for promoting and redistributing part or all of the Content in any media formats and through any media channels. You hereby irrevocably appoint Powr as your attorney-in-fact to take any such action as may from time to time be necessary to effect, transfer, or assign the rights granted to Powr herein, including without limitation copyright-related actions, and you hereby assign to Powr the right to prosecute any and all claims from the past, present, and future use of the Content by unauthorized third parties. By participating in the Service you hereby give Powr permission to license the Content and to use the Content in any Media for any purpose which may include, among others, advertising, promotion, marketing and packaging for any product or service. You agree that the Content may be combined with other images, text, graphics, film, audio, audio-visual works; and may be cropped, altered or modified.
  2. TERM. The above licenses granted by you are perpetual and irrevocable.
  3. LICENSE FEE. In further consideration of the rights granted to Powr herein, Powr will remit payments to your Powr account, forty five (45) days after the end of the prior month, the sum of 25% of the Net Earnings collected from advertisements derived through utilizing the Content within the Service’s Powr Plus Embed channel and 25% of the Maximum Effective Value from utilizing the Content within the Service’s Powr Autostream channel. As used herein, "Net Earnings" means aggregate cash amounts collected and recognized as revenue under generally accepted accounting principles by Powr arising from the license of the Content less any amounts due to a Powr publisher/syndication partner, hosting costs, taxes and/or exchange rates, bad debt, chargebacks or refunds. As used herein, “Maximum Effective Value” means the average increase in rpm value generated through the display of the Content which, in no event, will be less than 10% of Powr’s gross revenue after subtracting hosting costs.
  4. CONDUCT. Powr does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Powr expressly disclaims any and all liability in connection with Content. Powr does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Powr will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Powr reserves the right to remove Content without prior notice. You agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Powr all of the license rights granted herein.

WARRANTIES. You represent and warrant that:

  1. The Content was created solely by you, or your full-time employees during the course of their employment, or independent contractors who assigned all right, title and interest worldwide in their Content to the you or you has otherwise obtained sufficient rights to grant the license herein;
  2. You are the owner of all right, title and interest in the tangible forms of the Content and all intellectual property rights protecting them or otherwise has the right to grant the herein. The Content and the intellectual property rights protecting the Content are free and clear of all encumbrances, including, without limitation, security interests, licenses, liens, charges or other restrictions which conflict with the license herein;
  3. The use, public display, public performance, reproduction or distribution of the Content does not violate the rights of any third parties in the Content including, but not limited to, copyrights, trademarks, publicity and privacy;
  4. The grant of the licenses herein to the Content does not require the payment of any fees to any third parties (including, without limitation, SAG, AFTRA, or Writer’s Guild fees).
  5. You have full power and authority to make and enter into this Agreement.

INDEMNIFICATION. You agrees to defend, indemnify, and hold harmless Powr and its officers, directors, sub-licensees, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from the breach of the warranties in Section 5. Powr shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

 

DISCLAIMER OF WARRANTIES.

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. POWR, ITS SUBSIDIARIES, MEMBERS AND ITS ASSIGNS DO NOT WARRANT THAT ANY CONTENT ON THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL POWR, ITS SUBSIDIARIES, MEMBERS, ASSIGNS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE SERVICE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF POWR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, POWR’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

 

INTERNATIONAL USE

Powr makes no representation that materials on the Service are appropriate or available for use in any particular locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Service from any location do so on their own initiative, at their own risk, and are responsible for compliance with local laws. If you use the Service in a jurisdiction that prohibits or restricts such use, your use will be subject to, without limitation, any other provision of the Terms of Use, and Powr shall not have any liability with respect to such use.

TERMINATION

Powr reserves the right, in its sole discretion, to terminate your access to all or part of this Site, with or without notice, for any reason, including, without limitation, if Powr believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. This includes Powr's right to terminate a user's ability to upload videos, post comments, collect revenue or any function available on Powr.

Powr has a zero tolerance for any violation of its Compliance Rules, Content Polices and/or Conduct outlined in these Terms, especially, but not limited to copyright infringement. If a user is found in violation, the account may be suspended and/or terminated. In the case of suspension or termination the user agrees to forfeit all revenue associated to the Powr account. The determination of suspension or termination is at the sole discretion of Powr.

You acknowledge that Powr.com shall not be liable to you or any third party for any termination or suspension of your access to the Service.

GENERAL PROVISIONS.

Unless otherwise specified herein, this agreement constitutes the entire agreement between you and Powr with respect to the Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Powr with respect to the Service. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of New York. This Agreement, including any Exhibits to this Agreement, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. The Agreement may not be modified except by written instrument signed by both parties. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. You may not assign its rights and obligations under this Agreement. This Agreement will be for the benefit of your successors and assigns, and will be binding on your heirs, legal representatives and permitted assignees.

Copyright © 2017 Powr. All Rights Reserved.


Copyright © 2017 Powr. All Rights Reserved.